Exhibit 99.1

Notice of Availability of Proxy Materials

for Foremost Clean Energy Ltd. Annual General Meeting of Shareholder

Meeting Date and Time: December 16, 2025, at 10:00 a.m. (Pacific Time)

Location: The offices of Stikeman Elliott LLP, at 666 Burrard St Suite 1700, Vancouver, BC V6C 2X8

Notice is hereby given that the Annual General Meeting (the “Meeting”) of holders (“Shareholders”) of common shares (“Foremost Shares”) of Foremost Clean Energy Ltd. (“Foremost” or the “Company”) will be held on December 16, 2025 at 10:00 a.m. (Pacific Time).

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is October 31, 2025 (the "Record Date"). Only Shareholders of record as at the Record Date are entitled to receive notice of and to attend and vote at the Meeting or any adjournment thereof, unless after that date a Shareholder of record transfers their Foremost Shares and the transferee, upon producing properly endorsed certificates evidencing such Foremost Shares or otherwise establishing that they own such Foremost Shares, requests at least ten (10) days prior to the Meeting that the transferee's name be included in the list of Shareholders entitled to vote, in which case such transferee is entitled to vote such Foremost Shares at the Meeting.

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the information circular and other proxy materials available online prior to voting. These materials are available at:

https://foremostcleanenergy.com/investors/shareholder-meeting.html

OR

www.sedarplus.ca

Obtaining Paper Copies of the Proxy Materials

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by December 6, 2025 in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedar.com.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Management Information Circular under the heading “Particulars of Matters to be Acted Upon”, are as follows:

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by December 12, 2025 at 10:00 a.m. (Pacific Time)

Stratification

The Issuer is providing paper copies of its Management Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

The Issuer is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.

Exhibit 99.2

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL GENERAL MEETING

OF SHAREHOLDERS

OF

FOREMOST CLEAN ENERGY LTD.

TO BE HELD ON TUESDAY, DECEMBER 16, 2025

DATED:

October 31, 2025

NOTICE OF MEETING

Foremost Clean Energy Ltd.

250-750 West Pender Street

Vancouver, BC V6C 2T7

Tel: 1 604 330-8067

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the holders of common shares (the "Shareholders") of FOREMOST CLEAN ENERGY LTD. (the "Company" or "Foremost") will be held on Tuesday, December 16, 2025, at 10:00 a.m. (Pacific Time) at the offices of Stikeman Elliott LLP, at 666 Burrard St Suite 1700, Vancouver, BC V6C 2X8, for the following purposes:

The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting. Shareholders are advised to review the Circular before voting.

Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. Accompanying this Notice and Circular is a form of proxy or voting instruction form and financial statement request form.

The board of directors of the Company (the "Foremost Board") has fixed the close of business on October 31, 2025, as the record date (the "Record Date") for determining Shareholders entitled to receive notice of, and to vote at, the Meeting. Only Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting.

Registered Shareholders unable to attend the Meeting in person and who wish to ensure that their common shares (the "Foremost Shares") will be voted at the Meeting are requested to complete, date and sign a form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular no later than December 12, 2025, at 10:00 a.m. (Pacific Time), the cut-off time for the deposit of proxies prior to the Meeting, or the day that is two (2) business days immediately preceding the date of any adjourned or postponed Meeting. Shareholders who beneficially own Foremost Shares that are registered in the name of an intermediary such as a bank, trust company, securities broker or other intermediary, or in the name of a depository of which the intermediary is a participant who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

To ensure Shareholders and proxyholders are able to access the Meeting location, the Company requests that Shareholders and proxyholders who are planning to attend the Meeting pre-register. Pre-registration will enable the Company to make the necessary arrangements and provide specific access instructions. To pre-register for attendance, please contact the Meeting Coordinator via email to harpreet.bajaj@foremostcleanenergy.com.

DATED at Vancouver, British Columbia, this 31st day of October, 2025.

Jason Barnard

President, Chief Executive Officer and Director

MANAGEMENT INFORMATION CIRCULAR

As at October 31, 2025

TABLE OF CONTENTS

SCHEDULES

INTRODUCTION

This management information circular and accompanying form of proxy are furnished in connection with the solicitation of proxies by the management of Foremost Clean Energy Ltd. ("Foremost" or the "Company") for use at the annual general meeting of holders of common shares (the "Foremost Shares") of the Company (the "Shareholders") to be held on Tuesday, December 16, 2025, at 10:00 a.m. (Pacific Time) at the offices of Stikeman Elliott LLP, at 666 Burrard St Suite 1700, Vancouver, BC V6C 2X8, and any adjournment(s) or postponement(s) thereof, for the purposes set forth in the Notice of the Meeting.

Attendance

To ensure Shareholders and proxyholders are able to access the Meeting location, the Company requests that Shareholders and proxyholders who are planning to attend the Meeting in person pre-register. Pre-registration will enable the Company to make the necessary arrangements and provide specific access instructions.

To pre-register for attendance, please contact the Meeting Coordinator via email at harpreet.bajaj@foremostcleanenergy.com.

Date

The information contained in this Circular is accurate as at October 31, 2025, except as otherwise stated and except that information in documents incorporated by reference is given as of the dates noted therein.

Notice and Access

The Company is not mailing physical copies of the Circular or related materials in connection with the Meeting to registered Shareholders or Non-Registered Shareholders through its reliance on the "Notice and Access" provisions set out in NI 54-101. Shareholders will still receive a notice and access notification setting forth the notice of the Meeting and matters to be voted on and a copy of the form of proxy or voting instruction form, as applicable, and instructions for how to obtain an electronic copy of the Circular. Shareholders may also request to receive a paper copy of the Circular from the Company. For more information on Notice and Access, see the heading "General Proxy Information - Notice and Access".

GENERAL PROXY INFORMATION

Notice-and-Access

Notice-and-Access means provisions concerning the delivery of proxy-related materials to shareholders found in Section 9.1.1. of NI 51-102 in the case of registered Shareholders, and Section 2.7.1 of NI 54-101 in the case of Non-Registered Shareholders, which allow an issuer to deliver an information circular forming part of proxy-related materials to shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met (collectively, the "Notice-and-Access Provisions").

In order to rely on Notice-and-Access Provisions to deliver the Circular and related materials through the Company's website, the Company must send a notice and access notification (the "Notice-and-Access Notification") to Shareholders, including Non-Registered Shareholders, indicating that the Circular and proxy-related materials have been posted on the website and explaining how a Shareholder can access them or obtain from the Company a paper copy of the Circular. The Notice-and-Access Notification has been delivered to Shareholders by the Company along with the applicable voting document (a form of proxy in the case of registered Shareholders or a voting information form (a "VIF") in the case of Non-Registered Shareholders). This Circular has been posted in full on the Company's website at https://www.foremostcleanenergy.com/investors/shareholder-meeting.html and is also available for viewing under the Company's SEDAR+ profile at www.sedarplus.ca.

In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least thirty (30) days prior to the meeting in order to ensure there is sufficient time for the circular to be posted on the applicable website and other materials to be delivered to shareholders. The Company will not rely upon the use of stratification. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions selectively provides to certain shareholders a paper copy of its information circular with the notice. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions and all documents required to vote in respect of all matters to be voted on at the Meeting. No Shareholder will receive a paper copy of the Circular from the Company or any Intermediary (as defined herein) unless such Shareholder specifically requests the same.

This Circular is available for review at https://www.foremostcleanenergy.com/investors/shareholder-meeting.html, being the website address to the Company's annual general meeting page. Any Shareholder who wishes to obtain a paper copy of the Circular should contact the Company, at Suite 250, 750 West Pender Street, Vancouver, British Columbia, V6C 2T7, by phone at 604-330-8067 or through email at harpreet.bajaj@foremostcleanenergy.com. A Shareholder may also use the number noted above to obtain additional information about Notice-and-Access Provisions. Please note that, due to ongoing labour disruptions at Canada Post, there may be delays or a failure to deliver requested paper copies of meeting materials in time for the proxy return deadline. Additionally, registered Shareholders are encourage to deposit their forms of proxies with the transfer agent of the Company (the "Transfer Agent"), Odyssey Trust Company, via the internet, as shown in the proxy, by the proxy deadline on December 12, 2025, at 10:00 a.m. (Pacific Time) or the day that is two (2) business days immediately preceding the date of any adjourned or postponed Meeting. Non-Registered Shareholders are encouraged to contact their intermediaries/brokers on how to properly submit their VIF in light of the potential Canada Post mail service disruptions. To ensure that a paper copy of the Circular can be delivered to a requesting Shareholder in time for them to review the Circular and return a proxy or VIF prior to the proxy deadline, it is strongly suggested such Shareholder's request is received by the Company by no later than December 6, 2025.

Management Solicitation of Proxies

It is expected that the solicitation of proxies by the management of the Company will be conducted primarily by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining authorization from their principals to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company will reimburse such brokers and nominees for their related out-of-pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular.

Appointment of Proxy

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. A registered Shareholder is entitled to one (1) vote for each Foremost Share that such registered Shareholder holds on the Record Date. Please read and follow the instructions on the proxy carefully and return by 10:00 a.m. (Pacific Time), on December 12, 2025, or the day that is two (2) business days immediately preceding the date of any adjourned or postponed Meeting. The Company may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than 48 hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the Meeting or any adjournment(s) or postponement(s) thereof.

The purpose of a proxy is to designate persons who will vote the proxy on a registered Shareholder's behalf in accordance with the instructions given by the registered Shareholder in the proxy. The persons whose names are printed on the enclosed proxy form are officers and/or directors of the Company (the "Management Proxyholders").

A registered Shareholder has the right to appoint a person or company to attend and act for or on behalf of that registered Shareholder at the Meeting, other than the Management Proxyholders named in the enclosed proxy form. A proxyholder need not be a Shareholder.

Such right may be exercised by striking out the printed names and inserting the name of such other person and, if desired, an alternate to such person, in the blank space provided in the proxy form. Such registered Shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy, and should provide instruction to the nominee on how the registered Shareholder's Foremost Shares should be voted. The nominee should bring personal identification to the Meeting.

Those registered Shareholders desiring to be represented at the Meeting by proxy must deposit their respective forms of proxy with the Transfer Agent of the Company, Odyssey Trust Company, at 350 – 409 Granville Street, Vancouver, BC V6C 1T2, Attention: Proxy Department, by mail or via the internet by December 12, 2025, at 10:00 a.m. (Pacific Time) or the day that is two (2) business days immediately preceding the date of any adjourned or postponed Meeting. The deadline for deposit of proxies may be waived or extended by the Chairman of the Meeting at their discretion, without notice. Considering the ongoing Canada Post labour disruptions, the Company encourages that registered Shareholders deposit their respective forms of proxy with the Transfer Agent via the internet, as shown in the proxy, to ensure their vote is received by the proxy voting deadline.

Voting by Proxy and Exercise of Discretion by Management Proxyholders

Foremost Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the registered Shareholder on any ballot that may be called for, and if the registered Shareholder specifies a choice with respect to any matter to be acted upon, the Foremost Shares will be voted accordingly.

If a registered Shareholder does not specify a choice and the registered Shareholder has appointed the Management Proxyholders as proxyholder, the Management Proxyholders will vote FOR the matters specified in the Notice of Meeting and FOR all other matters proposed by management at the Meeting.

The form of proxy also provides discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. As of the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

Advice to Non-Registered Shareholders

The information in this section is significant to many Shareholders, as a substantial number of Shareholders do not hold their Foremost Shares in their own name.

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders are "Non-Registered Shareholders" because the Foremost Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which Foremost Shares were purchased. More particularly, a person is not a registered Shareholder in respect of Foremost Shares which are held on behalf of that person (the "Non-Registered Shareholder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Shareholders deals with in respect of the Foremost Shares (Intermediaries include, among others: banks, trust companies, securities dealers or brokers and trustees or administrators or self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc. or CDS & Co. ("CDS")) of which the Intermediary is a participant. In Canada, the vast majority of such shares are registered under the name of CDS, which acts as nominee for many Canadian brokerage firms. Foremost Shares held by brokers or their nominees can only be voted upon the instructions of the Non-Registered Shareholders. Without specific voting instructions, brokers and their nominees are prohibited from voting Foremost Shares held for Non-Registered Shareholders. Therefore, Non-Registered Shareholders should ensure that instructions respecting the voting of their Foremost Shares are communicated to the appropriate person or that the Foremost Shares are duly registered in their name.

Applicable Canadian securities regulatory policies require intermediaries/brokers to seek voting instructions from Non-Registered Shareholders in advance of the shareholders' meeting. Every intermediary has its own mailing procedures and provides its own return instructions to clients. In either case, the purpose of this procedure is to permit a Non-Registered Shareholder to direct the voting of Foremost Shares that they beneficially own. Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered. Additionally, Non-Registered Shareholders are encouraged to contact their intermediaries/brokers on how to properly submit their proxy, proxy authorization form or VIF in light of the potential Canada Post mail service disruptions.

In Canada, the majority of brokers and intermediaries now delegate responsibility for obtaining voting instructions from Non-Registered Shareholders to Broadridge. Broadridge typically supplies a VIF and asks Non-Registered Shareholders to return the completed forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Foremost Shares to be represented at the Meeting. A Non-Registered Shareholder receiving such a form from Broadridge cannot use that form to vote Foremost Shares directly at the Meeting. The form must be returned to Broadridge well in advance of the Meeting in order to have the Foremost Shares voted.

A Non-Registered Shareholder who wishes to attend the Meeting and vote in person may write the name of the Non-Registered Shareholder in the place provided for that purpose on the VIF. A Non-Registered Shareholder also has the right to appoint a person or company other than the persons designated in the form of proxy, who need not be a Shareholder, to attend the Meeting and act on behalf of the Non-Registered Shareholder. Unless prohibited by law, the person whose name is written in the space provided in the VIF will be appointed as proxy holder for the Non-Registered Shareholder and will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in the VIF or this Circular. A Non-Registered Shareholder should consult a legal advisor if the Non-Registered Shareholder wishes to modify the authority of the person to be appointed as proxy holder in any way.

Revocation of Proxies

A registered Shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof by: (i) completing and signing a proxy bearing a later date and delivering such proxy to the Transfer Agent by 10:00

a.m. (Pacific Time) on December 15, 2025, or the last business day prior to the day the Meeting is reconvened if it is adjourned; (ii) sending a signed written statement (or have your lawyer sign a statement with your written authorization) to: Corporate Secretary, Foremost Clean Energy Ltd., Email: harpreet.bajaj@foremostcleanenergy.com prior to 5:00 p.m. (Pacific Time) December 15, 2025, or the last business day prior to the day the Meeting is reconvened if it is adjourned; (iii) providing a signed written statement, at the Meeting, to the chair of the Meeting prior to the vote being taken; or (iv) any other manner permitted by law.

If you have followed the instructions for attending and voting at the Meeting, voting at the Meeting will revoke any previous proxy.

A beneficial Shareholder who has changed their mind should contact their broker or nominee for further information regarding changing their voting instructions.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada, and securities laws of the provinces of Canada. The proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "Exchange Act") are not applicable to the Company or this solicitation. This solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), some of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgement by a United States court.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Record Date

The board of directors of the Company (the "Foremost Board") has fixed October 31, 2025, as the Record Date for determining the persons entitled to receive the Notice of Meeting. Only Shareholders of record as at the Record Date are entitled to receive notice of and to attend and vote at the Meeting or any adjournment(s) or postponement(s) thereof. In addition, persons who are Non-Registered Shareholders as at the Record Date will be entitled to exercise their voting rights in accordance with the procedures established under NI 54-101. See "Proxies and Voting Rights – Advice to Non-Registered Shareholders".

Voting Rights

The authorized share capital of the Company consists of an unlimited number of common shares, being the Foremost Shares. As at the Record Date, there are 14,435,380 Foremost Shares issued and outstanding. Each Shareholder, as of the Record Date, is entitled to one (1) vote for each Foremost Share registered in their name. No group of Shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Foremost Shares.

Principal Holders of Foremost Shares

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, controls or directs, directly or indirectly, voting securities carrying ten percent (10%) or more of the voting rights attached to any class of outstanding voting securities of the Company as at the Record Date, other than as set out in the table below:

Quorum

Pursuant to the articles of the Company, a quorum for a meeting of the Shareholders is constituted when (i) at least two (2) persons entitled to vote at the meeting are present and (ii) not less than 5% of the outstanding Foremost Shares which may be voted at the Meeting are represented in person or by proxy or by a duly authorized representative of a Shareholder.

Required Votes

The following table summarizes the matters to be considered at the Meeting, the available voting options for each matter, and the level of approval required to pass each resolution:

PARTICULARS OF MATTERS TO BE ACTED UPON

MANAGEMENT OF THE COMPANY KNOWS OF NO OTHER MATTERS TO COME BEFORE THE MEETING OTHER THAN THOSE REFERRED TO IN THE NOTICE OF MEETING. HOWEVER, IF ANY OTHER MATTERS THAT ARE NOT KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ACCOMPANYING FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN TO VOTE ON SUCH MATTERS IN ACCORDANCE WITH THEIR BEST JUDGMENT.

Additional details regarding each of the matters to be acted upon at the Meeting is set forth below.

PRESENTATION OF FOREMOST FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended March 31, 2025, together with the auditors' report thereon and the notes thereto (the "Foremost Annual Financial Statements") will be presented to Shareholders at the Meeting.

A copy of the Foremost Annual Financial Statements together with the related MD&A were previously delivered to the Shareholders to the extent such Shareholder has requested a copy. Copies of the Foremost Annual Financial Statements and associated MD&A may also be obtained by a Shareholder upon request without charge from the Company, at Suite 250, 750 West Pender Street, Vancouver, BC V6C 2T7 or via email to harpreet.bajaj@foremostcleanenergy.com These documents are also available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Shareholders and proxyholders will be given an opportunity to discuss the Company's financial results with management. Shareholder approval is not required, and no formal action will be taken at the Meeting to approve the Foremost Annual Financial Statements.

APPROVAL OF FIXING THE NUMBER OF DIRECTORS

At the Meeting, it will be proposed that six (6) directors be elected to hold office until the next annual general meeting or until their successors are elected or appointed. Shareholders will be asked to consider and, if deemed advisable, to approve an ordinary resolution, the text of which is as follows:

"BE IT RESOLVED, as an ordinary resolution of Shareholders, that the number of directors to be elected at the Meeting, to hold office until the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the constating documents of the Company, unless their offices are earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) or the Company's constating documents, be and is hereby fixed at six (6)."

For the foregoing resolution to be passed, it must be approved by a simple majority of the votes cast by Shareholders in person or represented by proxy in respect of the resolution at the Meeting.

Management believes the passing of the above resolution is in the best interests of the Company and recommends Shareholders vote FOR the ordinary resolution fixing the number of directors to be elected at the Meeting at six (6). Unless directed to the contrary, it is the intention of the Management Proxyholders, if named as proxy, to vote FOR the ordinary resolution fixing the number of directors to be elected at the Meeting at six (6).

APPROVAL OF THE ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the next annual general meeting of Shareholders or until their successors are elected or until such director's earlier death, resignation or removal.

Management of the Company is nominating the six (6) persons named in the table below for election by Shareholders as directors of the Company.

The following table sets out, for each person proposed to be nominated for election as a director: their name; all major offices and positions currently held with the Company and any of its significant affiliates; their principal occupation, business or employment during the five (5) preceding years; the period of time during which they have served as a director of the Company; and the number of securities of the Company beneficially owned, or controlled or directed, directly or indirectly by each proposed director as of the Record Date:

Notes:

Cease Trade Orders

To the knowledge of the management of the Company, no proposed nominee for election as a director of the Company:

Nomination of Alternative Directors

Pursuant to the advance notice provisions (the "Advance Notice Provisions") in the constating documents of the Company, advance notice must be provided to the Company in circumstances where nomination of persons for election to the Foremost Board are made by Shareholders of the Company. The Advance Notice Provisions set a deadline by which Shareholders must submit nominations (a "Notice") to the Company for the election of directors prior to any annual meeting of Shareholders. The Advance Notice Provisions also set forth the information that a Shareholder must include in the Notice to the Company and establish the form in which the Shareholder must submit the Notice for the Notice to be in proper written form.

In the case of an annual meeting of Shareholders, a Notice must be provided to the Company not less than thirty (30) days and not more than sixty-five (65) days prior to the date of such meeting (except that, if the meeting is to be held on a date that is less than fifty (50) days after the date that the notice was provided, the notice by the nominating Shareholder shall be made not less than the close of business on the 10th day after the notice of the meeting is provided). The Advance Notice Provisions are available for viewing in the articles of the Company available under the Company's profile on SEDAR+, at www.sedarplus.ca.

As at the date of this Circular, the Company has not received a Notice in compliance with the Advance Notice Provisions and, as such management's nominees for election as directors set forth herein shall be the only nominees eligible to stand for election at the Meeting.

Management recommends Shareholders vote FOR the election of each of the nominees listed above as directors of the Company for the ensuing year. Unless directed to the contrary, it is the intention of the Management Proxyholders named in the enclosed instrument of proxy to vote proxies FOR each of the nominees.

APPROVAL OF THE APPOINTMENT OF AUDITOR

Shareholders will be asked to vote for the appointment of Davidson and Company LLP, Chartered Professional Accountants, as auditor of the Company to hold office until the next annual meeting of Shareholders, or until a successor is appointed, and to authorize the directors of the Company to fix the remuneration of the auditor.

Dismissal of Independent Registered Public Accountants

On March 25, 2025, the Audit Committee dismissed MNP LLP, Chartered Professional Accountants as the Company's independent registered public accounting firm. The reports of MNP on the Company's consolidated financial statements for the fiscal year ended March 31, 2024 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal year ended March 31, 2024 and through the date of MNP's dismissal, there were (i) no "disagreements" between the Company and MNP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of MNP would have caused MNP to make reference to the subject matter of the disagreement in connection with its reports on the Company's consolidated financial statements for such years, and (ii) no "reportable events", as such terms are defined in section 4.11 of NI 51-102.

Engagement of New Independent Registered Public Accountant

On March 25, 2025, the Audit Committee appointed Davidson and Company LLP, Chartered Professional Accountants, as the Company's independent registered public accounting firm for the fiscal year ended March 31, 2025.

During the fiscal year ended March 31, 2025, neither the Company nor anyone on its behalf has consulted with Davidson and Company LLP, Chartered Professional Accountants, with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Davidson and Company LLP, Chartered Professional Accountants, concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a "disagreement" or a "reportable event" as such terms are defined in section 4.11 of NI 51-102.

Management recommends Shareholders vote FOR the appointment of Davidson and Company LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and authorize the Foremost Board to fix the auditor's remuneration. Unless directed to the contrary, it is the intention of the Management Proxyholders named in the enclosed instrument of proxy to vote proxies FOR the appointment of Davidson and Company LLP, Chartered Professional Accountants, as auditors of the Company until the close of its next annual meeting and to authorize the Foremost Board to fix the auditor's remuneration.

APPROVAL OF THE AMENDMENT TO THE FOREMOST INCENTIVE PLAN

Amendments Requiring Shareholder Approval at the Meeting

On October 25, 2025, the Foremost Board approved, subject to Shareholder approval at the Meeting, the following principal amendment to the Foremost Incentive Plan (the "Foremost Incentive Plan Amendments"), such that among other things, the Foremost Incentive Plan Amendments:

The proposed Foremost Incentive Plan Amendments are to advance the interests of the Company by enhancing the ability of the Company to attract, motivate and retain employees, officers, directors and consultants, reward such persons for their sustained contributions and encourage such persons to take into account the long-term performance of the Company.

A summary of the material terms of the Foremost Incentive Plan, including the proposed Foremost Incentive Plan Amendments described above, is set out under the heading "Statement of Executive Compensation – Foremost Incentive Plan." The summary is qualified in its entirety by the full text of the amended and restated Foremost Incentive Plan (the "Amended and Restated Foremost Incentive Plan") reflecting the Foremost Incentive Plan Amendments attached to this Circular as Schedule "A".

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Foremost Incentive Plan Amendments. The text of the ordinary resolution which management intends to place before the Meeting (the "Foremost Incentive Plan Amendment Resolution") is as follows:

"BE IT RESOLVED, as an ordinary resolution of Shareholders, that:

For the foregoing Foremost Incentive Plan Amendment Resolution to be passed, it must be approved by a simple majority of the votes cast by Shareholders in person or represented by proxy at the Meeting. If the Foremost Incentive Plan Amendment Resolution is not approved at the Meeting, the Company will be permitted to issue no more than 1,500,000 Foremost Shares pursuant to Foremost Awards granted under the current Foremost Incentive Plan, of which 518,772 Foremost Shares remain available for future issuances as of the Record Date. This remaining pool may be insufficient to support the Company's ongoing efforts to attract, motivate, and retain employees, officers, directors, and consultants through equity-based incentives beyond the near term. If the Foremost Incentive Plan Amendment Resolution is not approved at the Meeting, the Company’s ability to use equity compensation as a tool to attract and retain skilled personnel and align the interests of such individual with the long-term performance of the Company will be significantly constrained.

Management of the Company has reviewed the Foremost Incentive Plan Amendment Resolution, concluded that it is fair and reasonable to the Shareholders and in the best interest of the Company, and recommends Shareholders vote FOR the Foremost Incentive Plan Amendment Resolutions. Unless directed to the contrary, it is the intention of the Management Proxyholders named in the enclosed instrument of proxy to vote proxies FOR the approval of the Amended and Restated Foremost Incentive Plan.

OTHER MATTERS TO BE ACTED ON

Management of the Company is not aware of any other matters to come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed proxy form to vote the shares represented thereby in accordance with their best judgment on such subject matter.

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

For the purposes of this Statement of Executive Compensation, the below terms are defined as follows:

Compensation Discussion and Analysis

The following discussion describes the significant elements of Foremost's executive compensation program, with particular emphasis on the process for determining compensation payable to Foremost's NEOs. This summary provides insight into executive compensation as a key aspect of the overall stewardship and governance of the Company and will help investors understand how decisions about executive compensation are made.

For the financial year ended March 31, 2025, Foremost had the following NEOs: Jason Barnard (President and Chief Executive Officer), Dong Shim (Chief Financial Officer), Sead Hamzagic (former Chief Financial Officer), and Christina Barnard (Chief Operating Officer).

Objectives of the Company's Compensation Program

Foremost strives to improve Shareholder value through sustainable corporate performance. The Company recognizes that its employees and, in particular, the leaders within the organization have a significant impact on Foremost's success.

Foremost's compensation practices are based on a pay-for-performance philosophy in which assessment of performance is based on the Company's financial and operational performance as well as individual contributions.

In determining NEO compensation, the Foremost Board and Foremost Compensation Committee, which consists of only independent directors, strives to:

Managing Risks

Foremost has a series of governance and operational controls to mitigate risks stemming from its compensation structure, including the establishment of the Foremost Compensation Committee which, amongst other matters, is responsible for considering the appropriateness of remuneration in light of performance outcomes and market conditions. The Foremost Compensation Committee meets as required, but not less than once each year and reports to the Foremost Board. Additional risk management initiatives currently employed by the Company are as follows:

All of Foremost's executives, employees and directors are subject to Foremost's insider trading policy, which prohibits trading in Foremost's securities while in possession of undisclosed material information about Foremost. Under this policy, such individuals are also prohibited from active trading or short-term speculation involving Foremost's securities, including short sales, puts and calls. Furthermore, Foremost permits executives to trade in its securities only during prescribed trading windows.

Compensation Oversight / Decision Making

At the beginning of each year, the Foremost Board reviews the Company's performance and the analysis and recommendations from (i) the Foremost Compensation Committee in respect of NEO compensation and (ii) the CEO in respect of compensation for the COO and their direct staff and all staff under their supervision. As applicable, the Foremost Compensation Committee and CEO provides to the Foremost Board (i) their assessment of the competitiveness of base salaries within Foremost's peer group, (ii) their recommendations for annual performance incentives for the Company's executives, based on the prior year's performance of such executives and the Company as a whole, and (iii) their recommendations regarding base salaries, long term incentive awards and annual performance objectives for the current fiscal year.

The Foremost Compensation Committee reviews all of Foremost's policies and programs relating to executive compensation and makes recommendations to the Foremost Board, as follows:

Foremost Compensation Committee

The Foremost Compensation Committee is a sub-committee of the Foremost Board, consisting of David Cates (Chairman), Amanda Willett and Douglas Mason, each of whom satisfy the "independence" requirements of Rule 10A-3 under the Exchange Act and NASDAQ Listing Rule 5605(c)(2).

The Foremost Compensation Committee is chartered to:

Foremost Compensation Program

The Foremost Board adopted a comprehensive compensation framework effective April 1, 2024 (the "Foremost Compensation Program" or the "Program"). The Program is designed to provide a competitive total compensation structure for the Company's directors, executive officers, and senior leadership team, and to align their interests with those of the Company's shareholders over the long term.

Pursuant to the Foremost Compensation Program, the Company (a) adjusted the formulation of the elements in the bonus plan and (b) introduced an executive share ownership policy (the "Share Ownership Policy"). For further particulars of the changes made pursuant to the Foremost Compensation Program, see "Share Ownership Policy" and "NEO Compensation Components" below.

No compensation consultant or advisor was retained during the fiscal year ended March 31, 2025 to assist the Board of Directors or the Foremost Compensation Committee in determining compensation for any of the Company's directors or executive officers.

The Foremost Compensation Program governs all aspects of compensation for the Company's NEOs, including base salary, annual bonuses, equity-based awards and related governance policies such as the Company's Share Ownership Policy.

Benchmarking

In developing the Program, the Foremost Board reviewed the competitive market analysis of Canadian and U.S.-listed mining companies prepared by Global Governance Advisors ("GGA"), an independent compensation consultancy firm, to ensure that the compensation framework reflects prevailing practices of the Company's peer group. The analysis focused on establishing a peer group consisting of companies of similar size and stage of development in the lithium, copper and uranium sectors. The peer selection criteria included:

Based on the above criteria, the following peer companies were used for benchmarking purposes:

At the time the peer group was established, Foremost’s relative market position was at the 54th percentile relative to market capitalization, 78th percentile relative to enterprise value and 39th percentile relative to total assets.

NEO Compensation Components

Under the Foremost Compensation Program, the compensation for NEOs consists of three (3) primary components: (a) base salary, (b) bonuses, and (c) stock-based awards, serving as long term-incentives.

Base Salaries

The Foremost Board approves the salary ranges, or fees paid to NEOs. The review for each NEO is based on assessment of factors such as current competitive market conditions and particular skills, including leadership ability and management effectiveness, experience, responsibility and proven or expected overall performance of the particular individual. The Foremost Board, using this information, together with budgetary guidelines and other internally generated planning and forecasting tools, performs an annual assessment of the compensation of all executive and employee compensation levels.

Pursuant to the Foremost Compensation Program and informed by the competitive market analysis provided by GGA, the Company adjusted certain executive base salaries for the 2024 fiscal year. The GGA analysis indicated that while the CEO's previous base salary was positioned near the median of mineral-specific peers, the Company's successful NASDAQ listing warranted a review against a broader market. The adjustments reflect a targeted, multi-year approach to align with competitive market practices while maintaining fiscal prudence.

The CEO's base salary was increased to $300,000 annually. This adjustment positions the salary competitively within the lower quartile of the broader peer group as the Company progresses towards full market alignment. The COO's base salary was increased to $250,000 annually. This adjustment brings the COO's salary to the market median (50th percentile) for the role, addressing a previously identified gap and ensuring the retention of key operational leadership.

The Foremost Board, using this market data together with budgetary guidelines, performs an annual assessment of all executive compensation levels.

Bonuses / Short Term Incentives.

A bonus structure with a balanced score-card approach was adopted pursuant to the Foremost Compensation Program. The balanced scorecard measures a both corporate and personal objectives that align with Foremost’s strategic initiatives. The performance metric includes appreciation of the Company's share price, financial health, and include strategic and individual performance measures. To ensure a pay-for-performance culture and affordability to Foremost, bonus payouts will only be made if minimum performance levels and progress review results that the Compensation Committee sets in the first quarter of the fiscal year are achieved. The CEO and COO’s target bonus opportunity is 60% and 40% of their base salary respectively.

The Foremost Board, upon recommendation of the Foremost Compensation Committee, approves the NEOs bonus awards, subject to the corporate performance results. Individual performance of the CEO is assessed by the Foremost Compensation Committee, and the CEO's direct report's individual performance is assessed by the CEO. The Foremost Compensation Committee considers the CEO's individual performance assessment and ultimately recommends to the Foremost Board for final approval, the NEOs final bonus awards.

Additionally, the Foremost Board has the discretion to award the annual bonus earned by the CEO using a mix of equity and cash where appropriate. The Foremost Board has the discretion to award up to 100% of the annual bonus in equity, as well as having accelerators allowing up to 150% of bonus for superior performance.

During Fiscal Year ended March 31, 2025 Compensation Committee reviewed the results achieved within the balanced scorecard and determined that the Company’s achieved the following results against each of the target objectives:

Based on the results achieved, the balanced scorecard multiplier resulted in a bonus equal to 55% of the target bonus for the CEO and COO. Specifically, the CEO and the COO were awarded a bonus of $99,000 and $55,000 respectively.

Long Term Incentives.

As of the financial year ended March 31, 2025, the Company implemented the long-term incentive plan ("LTIP") for the CEO and the COO, which includes and Foremost Options and RSUs. Thereafter, the LTIP program became available for non-employee directors, officers and senior management personnel and consultants of the Company. LTIP is designed to enable the Company to attract and retain experienced and qualified individuals in those positions, and incentivize them to achieve certain Company objectives, by permitting such individuals to directly participate in an increase in per share value created for the Shareholders. The Foremost Incentive Plan is the Company's only equity compensation plan. The Foremost Incentive Plan is an important part of the Company's long-term incentive strategy for its executive officers. The Foremost Incentive Plan is intended to reinforce commitments to long-term growth in profitability and shareholder value.

Foremost Awards

All Foremost Awards are approved by the Foremost Board. The size of the Foremost Awards to officers is dependent on each officer's level of responsibility and authority with the Company and the degree to which such executive officer's long-term contribution will be key to the Company's long-term success. Previous Foremost Awards are taken into account when considering new Foremost Awards.

In addition to recommending the number of options to be granted pursuant to the methodology outlined above, the Foremost Board also makes the following determinations:

The Foremost Board makes these determinations subject to the recommendations of the Foremost Compensation Committee and in accordance with the provisions of the Foremost Incentive Plan.

Restricted Share Unit Awards

The Foremost Board may also from time to time make RSU equity compensation grants to certain Eligible Persons, as defined in the Foremost Incentive Plan.

Grants (including a grant or right granted under the Foremost Incentive Plan consisting of one or more Foremost Shares) may be made to eligible persons on such terms and conditions consistent with the Foremost Incentive Plan as the Foremost Board shall determine, provided that, in determining the eligible persons to whom grants are to be made and the value of the grant for each grant, the Foremost Board shall take into account the terms of any written employment agreement or contract for services between an eligible person and the Company and may take into account such other factors as it shall determine in its sole and absolute discretion. Each award agreement issued in respect of Foremost Shares shall set forth, at a minimum, the type of Foremost Award and award date of the grant evidenced thereby, the number of RSUs subject to such grant, the applicable vesting conditions, the applicable vesting date(s) and the treatment of the grant upon the participant's termination and may specify such other terms and conditions consistent with the terms of the Foremost Incentive Plan as the Foremost Board shall determine or as shall be required under any other provision of the Foremost Incentive Plan.

Year ending March 2025 LTIP Awards

The value of the approved LTIP award for the CEO for the fiscal year ending March 31, 2025 was set at $260,000, while the COO's award was $125,000, being the combined value of the Foremost Options and RSUs granted. The value of Foremost Options issued is determined using a Black-Scholes valuation based on the Company's assumptions at the grant date, in accordance with the Foremost Incentive Plan. These Foremost Options shall vest in three (3) equal installments on the first, second, and third anniversaries of the grant date and have a term of five (5) years. The number of RSUs was calculated in accordance with the Foremost Incentive Plan, as the greater of (i) the market price of a Foremost Share on the grant date or (ii) an amount determined at the sole discretion of the Plan Administrator (being the Foremost Board). The RSUs also vest in three (3) equal installments on the first, second, and third anniversaries of the grant.

Summary Compensation Table

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, for the three most recently completed financial years, to each NEO of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO of the Company for services provided and for services to be provided, directly or indirectly, to the Company or a subsidiary of the Company.

Incentive Plan Awards

The following table sets out information concerning all share-based and option-based awards outstanding at the end of the fiscal year ended March 31, 2025, for each NEO and director.

Notes:

The following table sets out the value vested or earned under incentive plan awards for each NEO for the financial year ended March 31, 2025.

Notes:

Exercise of Compensation Securities by NEOs

No exercises of compensation securities by any NEO occurred during the financial year ended March 31, 2025.

Director Compensation

For a description of the compensation paid to the Company's NEO(s) who also act as directors, see the "Summary Compensation Table" above.

Directors' compensation at Foremost reflects the time, effort, and expertise required of directors in fulfilling their independent fiduciary role in guiding the Company's strategy to benefit Shareholders while also aiming to attract and retain high-quality individuals.

The Foremost Compensation Committee regularly reviews director compensation levels and makes recommendations for the Foremost Board to consider. Non-executive director compensation includes both cash and incentive-based awards. Directors can elect to receive a portion of their cash fees in the form of DSUs under the Foremost Incentive Plan.

Under the Foremost Compensation Program, non-executive directors receive a fixed annual cash retainer of $30,000 each, with the Chair of the Foremost Board receiving an additional $10,000. Chairs of the Foremost Board committees are entitled to an additional cash retainer of $5,000 per year with the exception of the Chair of the Audit Committee, who receives an additional $10,000 cash retainer.

In addition to the cash retainer, each non-executive director is eligible for an annual share-based compensation grant, consisting of an equal mix of Foremost Options and RSUs, valued at $70,000. In recognition of the chair of the Foremost Board having greater responsibilities to the Company, a $30,000 additional premium is allocated to the chair’s compensation, resulting in a stock equity grant valued at $100,000 per year. Foremost Options are valued using a Black-Scholes calculation based on the Company's assumptions at the grant date, in accordance with the Foremost Incentive Plan. The value of RSUs is also determined under the Foremost Incentive Plan, based on the greater of (i) the market price of a Foremost Share on the grant date or (ii) an amount determined at the sole discretion of the Plan Administrator (being the Board of Directors), being $3.70 per Foremost Share.

Director Compensation Table – Non-Executive Directors

The following table sets out the information concerning the compensation paid by Foremost to each of the directors of Foremost for the fiscal year ending March 31, 2025. The NEDs for this period were Douglas Mason (Chair), David Cates, Johnathan More, Andrew Lyons, Amanda Willett, and Michael McLeod.

Notes:

Incentive Plan Awards

See "Incentive Plans Awards" above for information concerning the share-based and option-based awards outstanding at the end of the most recently completed financial year for each director.

Exercise of Compensation Securities by NEDs

No exercises of compensation securities by any NED of the Company occurred during the financial year ended March 31, 2025.

Share Ownership Policy

As part of the Foremost Compensation Program, the Company adopted a Share Ownership Policy, effective April 1, 2024. The purpose of the Share Ownership Policy is to align the financial interests of executives and directors with the long-term performance of the Company and to foster an ownership mentality among executives and members of the Foremost Board. The Program aims to minimize excessive risk-taking that may generate short-term gains at the expense of long-term value, while also supporting good governance principles favored by shareholder groups.

The Share Ownership Policy applies to all non-employee members of the Foremost Board, the CEO, the COO and members of the senior leadership team, and other vice presidents.

The minimum share ownership guideline under the Share Ownership Policy are as follows:

The value of a participant’s share ownership requirement is based upon their current annual base salary or annual cash retainer, as applicable. The determination of whether a participant meets the applicable ownership guideline is made in January of each year and calculated based on the higher of: (i) the closing price of the Foremost Shares on the Nasdaq Exchange on the last trading day of the most recently completed calendar year; and (ii) the average price at which a participant acquired their Foremost Shares, and, in the case of RSUs and DSUs held by a Participant at the end of the calendar year, the underlying value attributed to such RSUs and DSUs as at their grant date. Participants are notified in January of each year as to the status of their compliance with the minimum share ownership guidelines.

The approximate share ownership values for the Foremost Board, the CEO and the COO are set forth in the below table.

Notes:

The minimum share ownership guideline applicable to a participant is expected to be satisfied by each participant by the fifth (5th) anniversary of the later of (i) the participant’s date of hire, appointment or election (as applicable) and (ii) April 1, 2024. In the event of an increase in a participant’s annual base salary or annual cash retainer as a result of a promotion, the participant will have an additional two (2) years from the date of the promotion to acquire any additional Foremost Shares required to meet the ownership guidelines based on their increased annual base salary or annual cash retainer, as applicable.

Additional Compensation Disclosure

Pension Disclosure

The Company does not have any pension, retirement, defined benefit, defined contribution or deferred compensation plans that provides for payments or benefits to its directors and NEOs at, following, or in connection with retirement and none are proposed at this time.

Performance Graph

The following graph compares the cumulative shareholder return on an investment of $100 in the Foremost Shares from March 31, 2020 to March 31, 2025, with a cumulative total shareholder return to the CSE Composite Index over the same period.

Employment, Consulting and Management Agreements

The Company has entered into the following employment, consulting and management agreements with Jason Barnard, Christina Barnard and Dong Shim (collectively, the "Executive Contracts").

Jason Barnard

On May 10, 2023, the Company entered into an executive employment agreement with Jason Barnard to continue serving as CEO and President. His annual compensation was initially set at $180,000. The agreement included a provision for his base salary to increase to $270,000 upon the successful listing of the Foremost Shares on the NASDAQ, which was achieved on August 24, 2023. Following GGA's review of Foremost's compensation structure, the Foremost Board approved a recommendation from the Foremost Compensation Committee to raise Mr. Barnard's base salary to $300,000, effective April 1, 2024. Additionally, Mr. Barnard's agreement allows for equity compensation at the sole discretion of the Foremost Board. The Company will reimburse him for reasonable travel and business expenses incurred while performing his duties. Mr. Barnard may terminate the agreement with two (2) months' notice, while the Company may terminate him at any time. If the Company terminates him without just cause, he will receive a severance payment equal to twelve (12) months of his base salary at the time of termination. Should the Company terminate him within twelve (12) months following a change in control, the severance payment will increase to twenty-four (24) months of his annual base salary.

Christina Barnard

On May 10, 2023, the Company entered into an executive employment agreement with Christina Barnard to continue as Vice President of Operations, with her annual compensation initially set at $120,000. The agreement included a provision for her base salary to increase to $168,000 upon the successful listing of the Foremost Shares on the NASDAQ, which was achieved on August 24, 2023. On September 28, 2023, Christina Barnard was appointed COO, a role that did not affect her compensation under her employment agreement. Following GGA's compensation analysis, the Foremost Board approved a recommendation from the Foremost Compensation Committee to raise Ms. Barnard's base salary to $250,000, effective April 1, 2024. Additionally, Ms. Barnard's agreement allows for equity compensation at the sole discretion of the Foremost Board, and the Company will reimburse her for reasonable travel and business expenses incurred in her role. Ms. Barnard may terminate her agreement with (8) eight weeks' notice, while the Company may terminate her at any time. If terminated without just cause, she will receive a severance payment equal to twelve (12) months of her base salary at the time of termination. If terminated within twelve (12) months of a change in control, her severance will be equivalent to twenty-four (24) months of her annual base salary.

Dong Shim

On August 15, 2024, the Company entered into a consulting agreement with Dong Shim to serve as CFO, with a consulting fee of $7,500 per month. The agreement also allows for the possibility of equity compensation at the sole discretion of the Foremost Board. Additionally, the Company will reimburse Mr. Shim for reasonable expenses related to his duties. Either party may terminate the agreement for any reason with sixty (60) days' prior written notice. If the Company terminates the agreement within twelve (12) months following a change in control, Mr. Shim will receive a severance payment equal to three (3) months of his consulting fee at that time. The Company has also agreed to indemnify Mr. Shim against certain liabilities and expenses arising from claims related to his position as an officer.

Sead Hamzagic

On February 1, 2024, the Company entered into a consulting agreement with Mr. Hamzagic to serve as CFO for a consulting fee of $6,000 per month. The agreement was terminated effective August 15, 2024, when Mr. Hamzagic was succeeded by Mr. Shim as the CFO of the Company.

The consulting agreement provided that Mr. Hamzagic is eligible to be granted equity compensation at the sole discretion of the Foremost Board. In addition, the Company was to reimburse Mr. Hamzagic for reasonable expenses in connection with the performance of his duties. Either party to the consulting agreement may terminate the agreement for any reason, at any time, with 90 days' prior written notice. In the event of termination by the Company within twelve months following a change in control, the Company has agreed to pay to Mr. Hamzagic, as severance, a lump sum payment in the amount equal to six (6) months of his consulting fee at that time. The Company has also agreed to indemnify Mr. Hamzagic against certain liabilities and expenses incurred in connection with claims made by reason of his being an officer.

Foremost Incentive Plan

The following is a summary of certain provisions of the Foremost Incentive Plan, as amended by the Foremost Incentive Resolution. This description is intended as a summary only and is qualified in its entirety by the full text of the Foremost Incentive Plan, as amended, a copy of which is attached hereto as Schedule "A".

Summary of Material Terms

Shares Subject to the Foremost Incentive Plan

The current Foremost Incentive Plan is a fixed number share plan which provides that the aggregate maximum number of common shares, being the Foremost Shares, that may be issued upon the exercise or settlement of Foremost Awards granted under it shall not exceed 1,500,000 Foremost Shares subject to the adjustment provisions provided for therein (including those that apply in the event of a subdivision or consolidation of Foremost Shares). Such maximum number of Foremost Shares consists of: (i) 317,000 Foremost Shares issuable pursuant to outstanding Foremost Awards previously granted and that remain outstanding, and (ii)1,183,000 additional Foremost Shares that may be issued under the Foremost Incentive Plan.

The proposed Foremost Incentive Plan Amendment seeks to convert the plan from a fixed plan to a rolling 15% share plan. Assuming that the that Foremost incentive Plan Amendment is approved at the Meeting, the aggregate maximum number of Foremost Shares that may be issued upon the exercise or settlement of Foremost Awards granted it shall be equal to 15% of the issued and outstanding Foremost Shares at the time of the grant, calculated on a non-diluted basis, subject to the adjustment provisions provided for therein (including those that apply in the event of a subdivision or consolidation of Foremost Shares). The proposed Foremost Incentive Plan Amendment further provides that the maximum aggregate number of Foremost Shares that may be issued pursuant to outstanding Foremost Awards granted under the Foremost Incentive Plan within any twelve-month period shall be equal to 5% of the issued and outstanding Foremost Shares at the time of grant, calculated on a non-diluted basis.

Administration of the Foremost Incentive Plan

The Foremost Board is the administrator of the Foremost Incentive Plan (the "Plan Administrator"). To the extent permitted by applicable law, the Foremost Board may, from time to time, delegate to a committee of the Foremost Board all or any of the powers conferred on the Plan Administrator pursuant to the Foremost Incentive Plan, including the power to sub-delegate to any member(s) of such committee or any specified officer(s) of the Company or its subsidiaries all or any of the powers delegated by the Foremost Board. In such event, the committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party. The Plan Administrator determines which directors, officers, consultants and employees are eligible to receive Awards under the Foremost Incentive Plan, the time or times at which Awards may be granted, the conditions under which Awards may be granted or forfeited to the Company, the number of Foremost Shares to be covered by any Foremost Award, the exercise price of any Foremost Award, whether restrictions or limitations are to be imposed on the Foremost Shares issuable pursuant to grants of any Foremost Award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any Foremost Award, based on such factors as the Plan Administrator may determine.

In addition, the Plan Administrator interprets the Foremost Incentive Plan and may adopt guidelines and other rules and regulations relating to the Foremost Incentive Plan and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Foremost Incentive Plan.

Eligibility

All directors, employees and consultants are eligible to participate in the Foremost Incentive Plan. The extent to which any such individual is entitled to receive a grant of a Foremost Award pursuant to the Foremost Incentive Plan will be determined at the sole and absolute discretion of the Plan Administrator.

Types of Awards

Awards of Foremost Options, RSUs, PSUs and DSUs may be made under the Foremost Incentive Plan. All of the Awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations provided in the Foremost Incentive Plan and will generally be evidenced by a Foremost Award agreement. In addition, subject to the limitations provided in the Foremost Incentive Plan and in accordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards and waive any condition imposed with respect to Awards or Foremost Shares issued pursuant to Awards.

Foremost Options

A Foremost Option entitles the holder thereof to purchase a prescribed number of Foremost Shares at an exercise price set at the time of the grant. The Plan Administrator will establish the exercise price at the time each Option is granted, which exercise price must in all cases be not less than the greater of the closing market price of the Foremost Shares on (i) the trading day prior to the date of grant of the Foremost Options; and (ii) the date of grant of the Foremost Options. Subject to any accelerated termination as set forth in the Foremost Incentive Plan, each Option expires on its respective expiry date. The Plan Administrator has the authority to determine the vesting terms applicable to grants of Foremost Options. Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as otherwise set forth in any written employment agreement, Foremost Award agreement or other written agreement between the Company or a subsidiary of the Company and the participant. The Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable. The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in the Foremost Incentive Plan, such as vesting conditions relating to the attainment of specified performance goals.

Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Foremost Award agreement, an exercise notice must be accompanied by payment of the exercise price. A participant may, in lieu of exercising an Option pursuant to an exercise notice, elect to surrender such Foremost Option to the Company (a "Cashless Exercise") in consideration for an amount from the Company equal to (i) the volume weighted average closing price of the Foremost Shares on NASDAQ for the five (5) trading days immediately preceding the date of grant (the "Market Price") of the Foremost Shares issuable on the exercise of such Option (or portion thereof) as of the date such Option (or portion thereof) is exercised, less (ii) the aggregate exercise price of the Option (or portion thereof) surrendered relating to such Foremost Shares (the "In-the-Money Amount") by written notice to the Company indicating the number of Foremost Options such participant wishes to exercise using the Cashless Exercise, and such other information that the Company may require. Subject to the provisions of the Foremost Incentive Plan, the Company will satisfy payment of the In-the-Money Amount by delivering to the participant such number of Foremost Shares having a fair market value equal to the In-the-Money Amount.

Restricted Share Units

An RSU is a unit equivalent in value to a common share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one (1) common share (or the value thereof) for each RSU after a specified vesting period. The Plan Administrator may, from time to time, subject to the provisions of the Foremost Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year.

The number of RSUs (including fractional RSUs) granted at any particular time under the Foremost Incentive Plan will be calculated by dividing: (a) the amount that is to be paid in RSUs, as determined by the Plan Administrator; by (b) the greater of (i) the Market Price of a common share on the date of grant and (ii) such amount as determined by the Plan Administrator in its sole discretion. The Plan Administrator has the authority to determine the settlement and any vesting terms applicable to the grant of RSUs, provided that the terms applicable to RSUs granted to U.S. taxpayers comply with Section 409A of the U.S. Tax Code, to the extent applicable. Upon settlement, holders will redeem each vested RSU for one fully paid and non-assessable common share in respect of each vested RSU.

Performance Share Units

The Plan Administrator may, from time to time, subject to the provisions of the Foremost Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any participant in respect of services rendered by the applicable participant in a taxation year. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the effect of termination of a participant's service and the settlement terms pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable Award agreement.

The Plan Administrator has the authority to determine the settlement and any vesting terms applicable to the grant of PSUs, provided that the terms applicable to PSUs granted to U.S. taxpayers comply with Section 409A of the U.S. Tax Code, to the extent applicable. Upon settlement, holders will redeem each vested PSU for one fully paid and non-assessable common share in respect of each vested PSU.

Deferred Share Units

The Foremost Board may fix from time to time a portion of the Director's Fees (including annual retainer) paid by the Company to a director in a calendar year that are to be payable in the form of DSUs. In addition, each director is given, subject to the provisions of the Foremost Incentive Plan, the right to elect to receive a portion of the cash Director Fees owing to them in the form of DSUs.

Except as otherwise determined by the Plan Administrator or as set forth in the particular Foremost Award agreement, DSUs shall vest immediately upon grant. The number of DSUs (including fractional DSUs) granted at any particular time will be calculated by dividing: (a) the amount of Director Fees that are to be paid in DSUs, as determined by the Plan Administrator; by (b) the Market Price of a common share on the date of grant. Upon settlement, holders will redeem each vested DSU for: (a) one (1) fully paid and non-assessable common share issued from treasury in respect of each vested DSU, or (b) at the election of the holder and subject to the approval of the Plan Administrator, a cash payment on the date of settlement. Any cash payments made under the Foremost Incentive Plan by the Company to a participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per common share as at the settlement date.

Dividend Equivalents

Except as otherwise determined by the Plan Administrator or as set forth in the particular Foremost Award agreement, RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Foremost Shares. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the Awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per common share by the number of RSUs, PSUs and DSUs, as applicable, held by the participant on the record date for the payment of such dividend; by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

Black-out Periods

In the event a Foremost Award expires, at a time when a scheduled blackout is in place or an undisclosed material change or material fact in the affairs of the Company exists, the expiry of such Foremost Award will be the date that is ten business days after which such scheduled blackout terminates or there is no longer such undisclosed material change or material fact.

Term

While the Foremost Incentive Plan does not stipulate a specific term for Awards granted thereunder, as discussed below, Awards may not expire beyond ten (10) years from its date of grant, except where shareholder approval is received or where an expiry date would have fallen within a blackout period of the Company. All Awards must vest and settle in accordance with the provisions of the Foremost Incentive Plan and any applicable Award agreement, and which Award agreement may include an expiry date for a specific Award.

Termination of Employment or Services

The following describes the impact of certain events upon the participants under the Foremost Incentive Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a participant's applicable employment agreement, Award agreement or other written agreement:

Notwithstanding the foregoing, if, following their retirement, the participant commences on the Commencement Date (as defined in the Foremost Incentive Plan ) employment, consulting or acting as a director of the Company or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a business competitive with the Company or any of its subsidiaries, any Option or other Award held by the participant that has not been exercised or settled as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date.

The Foremost Incentive Plan Amendments amended the consequence of the termination of any participant by voluntary resignation to the terms of a participant's applicable employment agreement, Award agreement or other written agreement, as follows:

Change in Control

Under the Foremost Incentive Plan, except as may be set forth in an employment agreement, Award agreement or other written agreement between the Company or a subsidiary of the Company and a participant:

If approved by the Shareholders at the Meeting, the Foremost Incentive Plan Amendments would replace the provision under the existing Foremost Incentive Plan providing that all unvested PSUs, together with Options and/or RSUs shall immediately vest upon the termination of a participant's employment, consultancy or directorship is terminated by the Company or a subsidiary of the Company without Cause within 12 months following the completion of a transaction resulting in a Change in Control, with the following treatment of the Awards, where if within 12 months following the completion of a transaction resulting in a Change in Control (as defined below), a participant's employment, consultancy or directorship is terminated by the Company or a subsidiary of the Company without Cause, without any action by the Plan Administrator:

Subject to certain exceptions, a "Change in Control" includes: (i) any transaction pursuant to which a person or group acquires more than 50% of the outstanding Foremost Shares; (ii) the sale of all or substantially all of the Company's assets; (iii) the dissolution or liquidation of the Company; (iv) the acquisition of the Company via consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise; (v) individuals who comprise the Foremost Board at the last annual meeting of shareholders (the "Incumbent Board") cease to constitute at least a majority of the Foremost Board, unless the election, or nomination for election by the shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, in which case such new director shall be considered as a member of the Incumbent Board; or (vi) any other event which the Board of Directors determines to constitute a change in control of the Company.

Non-Transferability of Awards

Except as permitted by the Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a participant, by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding Award pass to a beneficiary or legal representative upon the death of a participant, the period in which such Award can be exercised by such beneficiary or legal representative shall not exceed one year from the participant's death.

Amendments to the Foremost Incentive Plan

The Plan Administrator may also from time to time, without notice and without approval of the holders of voting Foremost Shares, amend, modify, change, suspend or terminate the Foremost Incentive Plan or any Awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that: (a) no such amendment, modification, change, suspension or termination of the Foremost Incentive Plan or any Award granted pursuant thereto may materially impair any rights of a participant or materially increase any obligations of a participant under the Foremost Incentive Plan without the consent of such participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements; and (b) any amendment that would cause an Award held by a U.S. Taxpayer to be subject to the income inclusion under Section 409A of the U.S. Tax Code shall be null and void ab initio.

Notwithstanding the above, and subject to the NASDAQ Listing Rules, the approval of shareholders is required to effect any of the following amendments to the Foremost Incentive Plan:

Except for the items listed above, amendments to the Foremost Incentive Plan will not require shareholder approval. Such amendments include (but are not limited to): (a) amending the general vesting provisions of a Foremost Award; (b) amending the provisions for early termination of Awards in connection with a termination of employment or service; (c) adding covenants of the Company for the protection of the participants; (d) amendments that are desirable as a result of changes in law in any jurisdiction where a participant resides; and (e) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Anti-Hedging Policy

Participants are restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Awards granted to them.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information in respect of securities authorized for issuance under the Foremost Incentive Plan as at March 31, 2025.

Note:

AUDIT COMMITTEE

NI 52-110 requires the Company to disclose annually in its Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor. Such disclosure is set forth below.

Foremost Audit Committee Charter

The primary function of the audit committee of the Company (the "Foremost Audit Committee") is to assist the Foremost Board in fulfilling its financial oversight responsibilities. The Foremost Audit Committee will review and consider in consultation with the auditor the financial reporting process, the system of internal control and the audit process.

The Foremost Audit Committee Charter is attached as Schedule "B" to this Circular.

Composition of Audit Committee

As at the date hereof, the Foremost Audit Committee is comprised of Douglas Mason (Chairman), David Cates and Amanda Willett.

NI 52-110 provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Company, which could, in the view of the Foremost Board, reasonably interfere with the exercise of the member's independent judgment. All members of the Foremost Audit Committee are considered to be independent, and also satisfy the "independence" requirements of Rule 10A-3 under the Exchange Act and NASDAQ Listing Rule 5605(c)(2).

NI 52-110 provides that an individual is "financially literate" if they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. All of the members of the Foremost Audit Committee are financially literate as that term is defined.

Relevant Education and Experience

Each member of the Foremost Audit Committee has adequate education and experience that is relevant to their performance as a Foremost Audit Committee member and, in particular, each member has the requisite education and experience with respect to the following:

Doug Mason (Chairman) has served as a senior officer and director for a number of public companies, with extensive experience in financings and acquisitions. He has 30+ years of extensive capital markets experience, including as President and CEO of Clearly Canadian Beverage Corporation, a producer of premium beverage products, from 1988 to 2005. He has been past a member of the audit committee of BevCanna Enterprises Inc, and Bethlehem Mining Corp. Mr. Mason is currently the Chairman of the board of directors and CEO of Magnum Goldcorp Inc. and has held such position since November 2013. He is also the Chairman and CEO of Magnus Goldcorp Inc. since November 2013.

David Cates Mr. Cates is a Chartered Professional Accountant and holds Master of Accounting and Honours Bachelor of Arts degrees from the University of Waterloo. Mr. Cates has extensive expertise in the Canadian and international uranium mining industry from nearly two decades of senior management and financial experience in various roles with Denison Mines Corp. (“Denison”). Mr. Cates was appointed President & CEO of Denison in 2015, having previously served as the company's Vice President, Finance & Tax and Chief Financial Officer. Prior to joining Denison in 2008, Mr. Cates held positions at Kinross Gold Corp. and PwC LLP. Mr. Cates also serves as a director of Denison and is a past director of the Canadian Nuclear Association.

Amanda Willett graduated from York University in 2007 with an LLB from Osgoode Hall Law School and an MBA degree from the Schulich School of Business. As legal counsel and officer of Denison Mines Corp., Ms. Willett has been involved in the review and presentation of Denison’s quarterly and annual financial statements. Prior to joining Denison, Ms. Willett acquired nearly a decade of experience as a securities law associate at Blake, Cassels & Graydon LLP in Vancouver and a corporate and securities law associate with Stikeman Elliott LLP in Toronto. She has been involved in a broad range of transactional and corporate governance work for companies listed on the Toronto Stock Exchange and the TSX Venture Exchange, with an emphasis on advising companies in the mining industry. Ms. Willett is a member of the bar in both Ontario and British Columbia.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year ended March 31, 2025, was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Foremost Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year ended March 31, 2025, has the Company relied on the exemption in Section 2.4 of NI 52-110 – Audit Committees (De Minimis Non-Audit Services) or an exemption, in whole or in part, granted under Part 8 of NI 52-110.

The Company complies with corporate governance requirements under the NASDAQ Listing Rules. The Company is a "foreign private issuer" ("FPI") as defined under Rule 3b-4 promulgated under the Exchange Act. As a foreign private issuer, the Company is not required to comply with all of the corporate governance requirements of the NASDAQ Listing Rules and may follow home country practice in lieu of the requirements of the Rule 5600 Series, the requirement to disclose third party director and nominee compensation set forth in Rule 5250(b)(3) and the requirement to distribute annual and interim reports set forth in Rule 5250(d). The Company has reviewed the NASDAQ corporate governance requirements and confirms that the Company is in compliance with the NASDAQ corporate governance standards in all significant respects.

Pre-approval Policies and Procedures

The Foremost Audit Committee must approve all non-audit and non-tax services to be provided to the Company or its subsidiary entities, unless such non-audit and non-tax services are reasonably expected to constitute not more than twenty percent (20%) of the total fees paid by the Company to the external auditor during the particular fiscal year. The Foremost Audit Committee shall have the authority to delegate approval-granting authority to pre-approve non-audit services by the external auditor to one or more of committee members.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company's external auditor in each of the last two (2) financial years with respect to the Company, by category, are as follows:

Notes:

CORPORATE GOVERNANCE

General

The following is a summary of Foremost's corporate governance disclosure required by Form 58-101F1 of NI 58-101.

National Policy 58-201 - Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Foremost Board is committed to sound corporate governance practices and believes that the Company's corporate governance practices are appropriate and effective for the Company given its current size.

Corporate governance encourages establishing a reasonable degree of independence of the Foremost Board from executive management and the adoption of policies to ensure the Foremost Board recognizes the principles of good management. The Foremost Board is committed to sound corporate governance practices, as such practices are both in the interests of Shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

The Foremost Board is currently composed of six (6) directors, four (4) of whom are independent directors within the meaning of NI 58-101. NI 52-110 provides that a director is independent if they have no direct or indirect "material relationship" with the company. "Material relationship" is defined as a relationship which could, in the view of the Foremost Board, be reasonably expected to interfere with the exercise of a director's independent judgment. In addition, under NI 52-110, an individual who is, or has been within the last three years, an employee or executive officer of an issuer, is deemed to have a "material relationship" with the issuer. Under NASDAQ Listing Rule 5605(a)(2), an independent director is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Based on the information provided by each director concerning their background, employment and affiliations, the Foremost Board has determined that of the six (6) proposed director nominees, Jason Barnard and Andrew Lyons are not considered to be "independent" within the meaning of applicable securities laws and stock exchange rules. Mr. Barnard is not independent, as he serves as Foremost’s President & CEO. Mr. Lyons previously served as Foremost’s Chief Financial Officer until December 31, 2022, and, pursuant to NASDAQ Listing Rule, will be independent as of January 1, 2026. All remaining proposed directors, David Cates, Amanda Willett, Douglas Mason and Peter Espig are considered by the Foremost Board to be "independent" within the meaning of NI 52-110. In assessing the foregoing determinations, the Foremost Board has examined the circumstances of each director in relation to a number of factors.

Directorships

Certain of the Company's directors are also directors of other reporting issuers (or the equivalent) in a Canadian jurisdiction or a foreign jurisdiction, as follows:

Note:

Foremost does not hold regularly scheduled meetings of the independent directors that exclude non-independent directors and members of management.

Director Attendance

Note:

Orientation and Continuing Education

The Foremost Board does not have a formal orientation or education program for its members. The Foremost Board considers this to be appropriate, given the Company's size and current limited operations.

New directors are briefed on strategic plans, corporate objectives, business risks, mitigation strategies and existing company policies and have the opportunity to become familiar with the Company by meeting with the other directors and with the executive officers and technical advisors. Orientation activities are tailored to the needs and experience of each director and the overall needs of the Foremost Board. The Foremost Board and the proposed director nominees are comprised of individuals with varying backgrounds, who have, both collectively and individually, experience in running and managing public companies. Foremost Board members are encouraged to communicate with management, auditors and technical consultants to keep themselves apprised of current industry trends, developments and any changes in legislation, with the management’s assistance. Members of the Foremost Board have full access to the Company's records.

Position Descriptions

The Foremost Board has not adopted written position descriptions for the CEO, the Chairman of the Foremost Board or the chairman of the Foremost Audit Committee delineating the roles and responsibilities inherent to the position being fulfilled. Generally, the Chair of the Foremost Audit Committee is charged with fulfilling the mandate as contained in the Foremost Audit Committee Charter and is given the specific written authority to execute the business of the Audit Committee as outlined and approved by the Foremost Board. The chair of the Foremost Audit Committee is charged with the responsibility of reviewing and, if necessary, changing and adapting the Audit Committee Charter to respond to developing issues and presenting the changed charter to the Foremost Board for approval. The chair of the Foremost Audit Committee organizes the meetings of the Foremost Audit Committee, develops and circulates agendas, conducts the meetings, records minutes, and follows-up on outstanding Foremost Audit Committee business. The chair of the Foremost Audit Committee reports to the Foremost Board on each meeting of the Foremost Audit Committee and makes recommendations for specific actions and decisions. The CEO's primary role is to manage the Company in an effective, efficient and forward-looking way and to fulfil the priorities, goals and objectives determined by the Foremost Board in the context of the Company's strategic plans, budgets and responsibilities specifically detailed with a view to increasing shareholder value.

Ethical Business Conduct

On January 5, 2023, the Foremost Board adopted a Code of Business Conduct and Ethics that complies with the definition of a "code of ethics" set out in Section 406(c) of the Sarbanes-Oxley Act of 2002, and any regulations promulgated thereunder by the SEC, and also provides for an enforcement mechanism as required by NASDAQ Listing Rule 5610. The Code of Business Conduct and Ethics applies to the Company's directors, CEO, CFO and all other employees of the Company. The Foremost Board is responsible for monitoring compliance with the Code of Business Conduct and Ethics. A copy of the complete text of the Code of Business Conduct and Ethics can be viewed on the Company's website at https://foremostcleanenergy.com/images/pdf/Governance_Documents/2023/Code_of_Conduct.pdf.

Nomination of Directors

Corporate Governance and Nominating Committee

On January 5, 2023, the Foremost Board adopted a CG&N Committee Charter that complies with the requirements of NASDAQ Listing Rule 5605(e)(2) and established a corporate governance and nominating committee (the "Foremost CG&N Committee") that operates under its CG&N Committee Charter. The Foremost CG&N Committee is currently comprised of Amanda Willett, (Chair), Douglas Mason and Andrew Lyons. The Foremost CG&N Committee is responsible for, among other things: (i) identifying qualified individuals to become members of the Foremost Board, consistent with criteria approved by the Foremost Board, (ii) determining the composition of the Foremost Board and its committees, (iii) selecting the director nominees for the next annual meeting of Shareholders, (iv) monitoring the process to assess the Foremost Board, committee and management effectiveness, (v) aiding and monitoring management succession planning, and (vi) developing, recommending to the Foremost Board, implementing and monitoring policies and processes related to the Company's corporate governance guidelines.

The Foremost CG&N Committee identifies candidates for election to the Foremost Board through various methods. These include soliciting suggestions from members of the Foremost Board, executives, individuals personally known to members of the Foremost Board, and conducting additional research. Occasionally, the Foremost CG&N Committee also engages one or more third-party search firms to assist in identifying suitable candidates.

In making director recommendations, the Foremost CG&N Committee considers some or all of the following factors: (i) the candidate's judgment, skill, and experience with other organizations of comparable purpose, complexity and size that are subject to similar legal restrictions and oversight; (ii) the interplay of the candidate's experience with the experience of other board members; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair their independence; and (v) the candidate's ability to contribute to the effective management of the Company, taking into account the needs of the Company and such factors as the individual's experience, perspective, skills and knowledge of the industry in which the Company operates.

Director Compensation

See "Statement of Executive Compensation" above for a discussion on the compensation policies and procedures for the directors of the Company.

Diversity of the Board and Senior Management

The Company has not adopted a formal written policy regarding the diversity of the Foremost Board or senior management. The Company does not believe a formal policy would increase the representation of certain designated groups (as defined under the Employment Equity Act (Canada)) beyond how the Company currently nominates and appoints individuals to the Foremost Board and senior management. The Company considers all qualified individuals for each position that may arise.

While the Company believes that nominations to the Foremost Board and appointments to senior management should be based on merit, the Company recognizes that diversity supports balanced debate and discussion which, in turn, enhances decision-making and that is beneficial to take into consideration the level of representation of members of designated groups, including the level of representation of women on the Foremost Board and in executive officer positions, as one factor during the search process for directors and members of the senior management.

In assessing potential directors and members of the senior management, the Company focuses on the skills, expertise, experience and independence which the Company requires to be effective. Due to the small size of the Foremost Board and the management team, and the stage of development of the Company's business, the Foremost Board believes that the qualifications and experience of proposed new directors and members of senior management should remain the primary consideration in the selection process. The Company will include diversity (including the level of representation of members of designated groups, including women) as a factor in its future decision-making when identifying and nominating candidates for election or re-election to the Foremost Board and for senior management positions.

Director Term Limits and Other Mechanism of Board Renewal

The Company has not adopted term restrictions for directors or other mechanism of Foremost Board renewal that would limit the time an individual could serve on the Foremost Board. Imposing a term limit would require the Company to remove an individual that has acquired an extensive knowledge and understanding of the operations of the Company. Accordingly, the Company believes that removing an individual solely on length of service would not benefit the shareholders of the Company. Each member of the Foremost Board is put forth, for election or re-election, to Shareholders annually.

Targets regarding the Representation of Women on the Board and in Executive Officer Positions

The Company has not adopted a target regarding women on the Foremost Board or in executive officer positions. Selection of Foremost Board members and executive officers is based on factors enumerated in the preceding subsections.

Number of Women on the Board and in Executive Officer Positions

The Company currently has one (1) woman on the Foremost Board, being 17% of the total number of directors on the Foremost Board. The Company has one (1) female executive officer as at March 31, 2025, being 33% of the total number of executive officers of the Company.

Other Board Committees

The Foremost Board has no committees other than the Foremost Audit Committee, Foremost Compensation Committee and Foremost CG&N Committee.

Assessments

The Foremost Board monitors but does not formally assess the effectiveness and contribution of the Foremost Board, its committees and individual members of the Foremost Board. To date, the Foremost Board has satisfied itself, through informal discussions, that the Foremost Board, its committees and individual members of the Foremost Board are performing effectively.

The Foremost Board believes its corporate governance practices are appropriate and effective for a company of its size and operations. The Company's corporate governance practices facilitate efficient operations, with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

OTHER INFORMATION

Indebtedness of Directors and Executive Officers

Other than "routine indebtedness" as defined in applicable securities legislation, since the beginning of the financial year ended March 31, 2025, none of:

is or has been indebted to the Company or any of its subsidiaries or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company and which was not entirely repaid on or before the date of this Circular.

Interest of Certain Persons or Companies in Matters to be Acted Upon

Except as disclosed herein, no director or executive officer of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and the approval of the Amended and Restated Foremost Incentive Plan, all described in this Circular.

Interest of Informed Persons in Material Transactions

Other than as set forth in this Circular or as disclosed in the Company's financial statements, no informed person of the Company, or proposed director of the Company, or any associate or affiliate of any informed person or proposed director, had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year, or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

Additional Information

You may obtain copies of the documents incorporated by reference, including the Foremost Annual Financial Statements and related MD&A, Foremost Interim Financial Statements and related MD&A upon request to the Company's Corporate Secretary. If you are a Shareholder of the Company, there will be no charge to you for these documents. You can also find these documents as well as additional information relating to the Company on its website or on SEDAR+ (www.sedarplus.ca).

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Circular have been approved and the delivery of it to each Shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Foremost Board.

DATED at Vancouver, British Columbia, this 31st day of October 2025. BY ORDER OF THE BOARD

Jason Barnard

President, Chief Executive Officer and Director

SCHEDULE"A"

AMENDED AND RESTATED FOREMOST INCENTIVE PLAN

(See attached)

TABLE OF CONTENTS

SCHEDULE "B"

FOREMOST AUDIT COMMITTEE CHARTER

(See attached)

CORPORATE AUDIT COMMITTEE CHARTER

FOREMOST CLEAN ENERGY LTD.

As revised and adopted by the Board of Directors on January 5, 2023.

GENERAL

CONSTITUTION AND FUNCTIONING OF THE COMMITTEE

SPECIFIC DUTIES AND RESPONSIBILITIES

9